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Table of Contents
 
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-K 
 
Mark One
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 
For the fiscal year ended April 30, 2024
 
☐ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______ to _______
 
Commission File No. 333-265518
 
NATICS CORP.
(Exact name of registrant as specified in its charter)
 



Wyoming
(State or Other Jurisdiction of
Incorporation or Organization)

7200
(Primary Standard Industrial
Classification Number)

EIN 98-1660105
(IRS Employer
Identification Number)

 
App 6, Yehuda Gorodiski 1
Rehovot, Israel 7623101
Telephone: +13072220096
Email: natics.corp@zohomail.eu
natics.corp@yahoo.com
(Address, including zip code, and telephone number,
including area code, of registrant’s principal
executive offices)
 
Registered Agents Inc.
30 N Gould St Ste R
Sheridan, WY 82801
(307)200-2803
(Name, address, including zip code, and telephone
number,
including area code, of agent for service)
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Securities registered pursuant to section 12(g) of the Act: None
 
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
 
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
 
Indicate by checkmark whether the issuer: (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
☒ No ☐
 
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐
 


Large accelerated filer
☐
Accelerated filer
☐

Non-accelerated filer
☒
Smaller reporting company
☒

Emerging growth company
☒
 
 

 
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☒
 
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. Yes ☐  No ☐
 
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
 
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
 
Indicate by checkmark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
 
Indicate by checkmark whether the issuer has filed all documents and
reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under
a plan confirmed by a court.
Yes ☐ No ☒
 
The aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price
of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $0.
 


Class
Outstanding as of April 30, 2024

Common Stock: $0.0001
5,495,300

 
 
 

   
 


 
TABLE OF CONTENTS
 
 


 
PART I
 

 
 
 

ITEM 1
Description of Business
1

ITEM 1A
Risk Factors
1


ITEM 1B


Unresolved Staff comments

1

ITEM 1C
Cybersecurity
1

ITEM 2
Properties
1

ITEM 3
Legal Proceedings
1

ITEM 4
Mine Safety Disclosures
1

 
 
 

 
PART II
 

 
 
 

ITEM 5
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
2

ITEM 6
[Reserved]
2

ITEM 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2

ITEM 7A
Quantitative and Qualitative Disclosures about Market Risk
4

ITEM 8
Financial Statements and Supplementary Data
4

ITEM 9
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
4

ITEM 9A
Controls and Procedures
6

ITEM 9B
Other Information
6

ITEM 9C
Disclosure Regarding foreign Jurisdictions that Prevent Inspections


 
 
 

 
PART III
 

 
 
 

ITEM 10
Directors, Executive Officers, Promoters and Control Persons of the Company
7

ITEM 11
Executive Compensation
8

ITEM 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
9

ITEM 13
Certain Relationships and Related Transactions
10

ITEM 14
Principal Accountant Fees and Services
11

 
 
 

 
PART IV
 

 
 
 

ITEM 15
Exhibits
12

ITEM 16
Form 10-K Summary
12

 
 
 
 

 i 
 


 
FORWARD-LOOKING STATEMENTS
 
This annual report contains forward-looking statements.
These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms
such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate”
or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the
date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking
statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to
differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation
subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect
the occurrence of anticipated or unanticipated events.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 ii 
 

 
PART I
 
Item 1. Description of Business
 
GENERAL INFORMATION ABOUT OUR COMPANY
 
Natics Corp. is a development stage company formed
to commence operations concerned with online workouts. We were incorporated under the laws of the state of Wyoming on February 21, 2022.
We are providing the useful healthy and effective type of online sport service, for adolescents and adults, for men and women available
from anywhere using the phone and internet connection. Our online service provides a high quality sport trainings, through our mobile
application “Sport Natics” for Android and iOS mobile OS. Our sport app offers a free trial and a paid one (depending on the
content).
 
The paid version of the app will include:
 
– online video lesson with a trainer (where the
trainer shows how to properly perform the exercises) - 1 hour
– online video lesson with a trainer (where the
trainer checks the correctness of the exercises through video communication) - 1 hour
– personalized monthly program (depending on the
client’s requirement)
– personal Nutrition diet plan (depending on the
client’s requirement)
 
The links for the “Sport Natics” application:
 
In Google Play - https://play.google.com/store/apps/details?id=com.sport.natics
In App Store - https://apps.apple.com/ua/app/sport-natics/id1619622287
Our website address is https://sport-natics.com/
 
Our principal offices are located at App 6, Yehuda
Gorodiski 1, Rehovot, Israel 7623101. Our telephone number is +13072220096.
 
Item 1A. Risk Factors.
 
Not required for Smaller reporting companies.
 
Item 1B. Unresolved Staff Comments.
 
Not required for Smaller reporting companies.
 
Item 1C. Cybersecurity.
 
In 2024, we did not identify any cybersecurity
threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial
condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have
not experienced undetected cybersecurity incidents.
 
Item 2. Properties.
 
Currently we don’t own any properties. Our
business office is located at App 6, Yehuda Gorodiski 1, Rehovot, Israel 7623101. This address was provided by sole officer and president,
Guy Pirotsky. Our telephone number is +13072220096.
 
Item 3. Legal Proceedings.
 
We are not currently a party to any legal proceedings,
and we are not aware of any pending or potential legal actions.
 
Item 4. Mine Safety Disclosures.
 
Not Applicable.
 
 
 

 1 
 


 
PART II
 
Item 5. Market for Registrant’s Common
Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
 
The company stock is not trading at the moment.
 
Registered Holders of our Common Stock
 
As of April 30, 2024, there were approximately
37 record owners of our common stock including director.
 
Dividends
 
The Company has never declared or paid cash dividends
on its common stock and does not anticipate paying cash dividends in the foreseeable future.
 
Recent Sales of Unregistered Securities
 
During our fiscal years ended April 30, 2024 and
2023, we had no sales of unregistered shares.
 
Issuer Purchases of Equity Securities
 
During the fiscal year ended April 30, 2024, and
2023 the Company did not repurchase any shares of its Common Stock.
 
Item 6. [Reserved]
 
Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations
 
We are a development stage corporation with limited
operations and revenues from our business operations. Our auditors have issued a going concern opinion. This means that our auditors believe
there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will
generate significant revenues until we have raised the funds necessary to conduct a marketing program.
 
PLAN OF OPERATION
 
FISCAL YEAR ENDED APRIL 30, 2024 COMPARED TO FISCAL
YEAR ENDED APRIL 30, 2023.
 
Our net loss for the fiscal year ended April 30,
2024 was $7,860 compared to a net loss of $26,102 during the fiscal year ended April 30, 2023. In April 30, 2024 we generated total revenue
of $21,920 and in April 30, 2023 the Company generated total revenue of $1,200.
 
Expenses incurred were $29,780 during fiscal year
ended April 30, 2024 compared to $27,302 during fiscal year ended April 30, 2023.
 
The number of shares outstanding was 5,495,300
for the fiscal year ended April 30, 2024 and 5,280,300 for the fiscal year ended April 30, 2023.
 
 
 


 2 
 

 
LIQUIDITY AND CAPITAL RESOURCES
 
FISCAL YEAR ENDED April 30, 2024 and 2023.
 
As of April 30, 2024, our total assets were $49,518
consisting of Mobile Application and Website Development and Issuances of Common Shares.
 
As of April 30, 2023, our total assets were $55,016.
 
Cash Flows from Operating Activities
 
We have not generated positive cash flows from
operating activities. For the fiscal year ended April 30, 2024, net cash flows used in operating activities was $7,860. For the fiscal
year ended April 30, 2023, net cash flows used in operating activities was $25,027.
 
Cash Flows from Investing Activities
 
We have generated positive cash flows from investing
activities. For the fiscal year ended April 30, 2024, net cash flows used in investing activities was $8,604.
 
Cash Flows from Financing Activities
 
We have financed our operations primarily from
either advances from our sole executive or the issuance of equity. For the fiscal year ended April 30, 2024, net cash provided by financing
activities was $2,362. For the fiscal year ended April 30, 2023, net cash from financing activities was $36,943.
 
OFF-BALANCE SHEET ARRANGEMENTS
 
We have no off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources.
 
GOING CONCERN
 
There is no historical financial information about
us upon which to base an evaluation of our performance. We are in start-up stage operations and have generated limited revenues. We cannot
guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business
enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
 
We have no assurance that future financing will
be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or
expand our operations. Equity financing could result in additional dilution to existing shareholders.
 
The extent of the impact of the coronavirus (“COVID-19”)
outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak
and related advisories and restrictions and the impact of COVID-19 on the overall economy, all of which are highly uncertain and cannot
be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially
adversely affected.
 
 
 


 3 
 

 
Critical Accounting Policies
 
The discussion and analysis of our financial condition
and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles
generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions
that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s
application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with
the following aspects of our financial statements is critical to an understanding of our financial statements.
 
Use of Estimates
 
The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual
results could differ from these good faith estimates and judgments.
 
Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 
Not applicable to smaller reporting companies.
 
Item 8. Financial Statements and Supplementary Data
 
The Company’s Financial Statements required
by Item 8, together with the reports thereon of the Independent Registered Public Accounting Firm are set forth on pages F-1 through F-12
of this report and are incorporated by reference in this Item 8.
 
Item 9. Changes in and Disagreements with Accounting
and Financial Disclosures.
 
None.
 
Item 9A. Controls and Procedures.
 
Disclosure Controls and Procedures
 
Disclosure controls and procedures are designed
to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized
and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated
to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures. Our management necessarily
applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable
assurance regarding management’s control objectives.
 
Our management, with the participation of our
CEO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered
by this Report. Based upon this evaluation, our CEO concluded that our disclosure controls and procedures were not effective because of
the identification of a material weakness in our internal control over financial reporting which is described below.
 
 
 


 4 
 

 
Management’s Report on Internal Control
Over Financial Reporting
 
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). Our internal control
over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the
reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP.
 
Our internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with U.S. GAAP and our receipts and expenditures are being made only in accordance
with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
 
Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have
inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective
internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Our management assessed the effectiveness of our
internal control over financial reporting as of April 30, 2024. In making this assessment, it used the criteria set forth by the Committee
of Sponsoring Organizations of the Tread way Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on
this evaluation, management concluded that that our internal control over financial reporting was not effective as of April 30, 2024.
Our CEO concluded we have a material weakness due to lack of segregation of duties, a limited corporate governance structure, and a lack
of a formal management review process over preparation of financial information. A material weakness is a deficiency, or a combination
of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented or detected on a timely basis.
 
Our size has prevented us from being able to employ
sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our system of internal control.
Therefore, while there are some compensating controls in place, it is difficult to ensure effective segregation of accounting and financial
reporting duties. Management reported the following material weaknesses:
 


 
·
Lack of segregation of duties in certain accounting and financial reporting processes including the initiation, processing, recording and approval of disbursements;

 
 
 

 
·
Our corporate governance responsibilities are performed by the Board of Directors, none of whom are independent under applicable standards; we do not have an audit committee or compensation committee. Our Board of Directors acts primarily by written consent without meetings which results in several of our corporate governance functions not being performed concurrent (or timely) with the underlying transactions, including evaluation of the application of accounting principles and disclosures.

 
 
 

 
·
Certain reports that we prepare, and accounting and reporting conclusions reached in connection with the financial statement preparation process are not subjected to a formal review process that includes multiple levels of review and are not submitted timely to the Board of Directors for review or approval; and

 
While we strive to segregate duties as much as
practicable, there is an insufficient volume of transactions at this point in time to justify additional full-time staff. We believe that
this is typical in many development stage companies. We may not be able to fully remediate the material weakness until we commence operations
at which time, we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.
 
This Annual Report does not include an attestation
report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not
subject to attestation by our registered public accounting firm pursuant to the SEC rules that permit us to provide only management’s
report in this Annual Report.
 
 
 


 5 
 

 
Changes in Internal Control Over Financial
Reporting
 
There were no changes in our internal control
over financial reporting that occurred during the quarter ended April 30, 2024, that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.
 
Item 9B. Other Information.
 
During the year ended April 30, 2024, no director
or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”
as each term is defined in Item 408(a) of Regulation S-K.
 
Item 9C. Disclosures Regarding Foreign Jurisdictions
that Prevent Inspections.
 
Not Applicable.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 6 
 

 
PART III
 
Item 10. Directors, Executive Officers, and
Corporate Governance.
 
Directors of the corporation are elected by the
stockholders to a term of 1 (one) year and serve until a successor is elected and qualified. Officers of the corporation are appointed
by the Board of Directors to a term of one year and serves until a successor is duly appointed and qualified, or until he or she is removed
from office. The Board of Directors has no nominating, auditing or compensation committees.
 
Our executive officer and director, his name,
age, and his positions as of the date of this prospectus are as follows:
 



Name and Address of Executive
Officer and/or Director
 
Age
 
Position

 
 
 
 
 


Guy Pirotsky
App 6, Yehuda Gorodiski 1, Rehovot, Israel 7623101
 
52
 
President, Secretary, Treasurer, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer and Sole Director

 
Resume
 
Guy Pirotsky, Age 52
 
Guy Pirotsky has acted as our President, Secretary,
Treasurer and sole Director since our incorporation on February 21, 2022.
 
From September 2013, Mr. Pirotsky has been working
as a self-employed Inventor and Project manager.
 
From 2001 to 2011, he worked at Israel Strategy
Runner as a Director, Product manager and GUI developer, Manager, SAS, SVM, Admin.
 
From 2007 to present Mr. Pirotsky has been a successful
investor in start-ups and public companies.
 
He got the Bachelor degree of Computer Science
and Statistics with honors in Bar-IIan University, Israel.
 
Committees of the Board
 
Our Company currently does not have nominating,
compensation or audit committees or committees performing similar functions, nor does our Company have a written nominating, compensation
or audit committee charter. Our director believes that it is not necessary to have such committees, at this time, because the functions
of such committees can be adequately performed by the sole director.
 
Our Company does not have any defined policy or
procedural requirements for shareholders to submit recommendations or nominations for Directors. The sole director believes that, given
the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop
to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the sole
director and we do not have any specific process or procedure for evaluating such nominees. The sole director, will assess all candidates,
whether submitted by management or shareholders, and make recommendations for election or appointment.
 
A shareholder who wishes to communicate with our
sole director may do so by directing a written request addressed to our president and director, at the address appearing on the first
page of this Prospectus.
 
 
 


 7 
 

 
Corporate Governance
 
The Company promotes accountability for adherence
to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents
that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by
the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted
a written code of business conduct and ethics that governs the Company’s employees, officers and directors as the Company is not
required to do so.
 
In lieu of an Audit Committee, the Company’s
sole director is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope,
results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s
independent public accountants. The sole director reviews the Company’s internal accounting controls, practices and policies.
 
Section 16(a) Beneficial Ownership Reporting Compliance
  
In the event that we register under the Securities
Exchange Act of 1934 (the “Exchange Act” or “1934 Act”), Section 16(a) of that act will require our directors
and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent
stockholders will be required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
 
We intend to ensure to the best of our ability
that all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners are complied
with in a timely fashion.
 
Code of Business Conduct
 
We have not adopted a Code of Business Conduct
within the meaning of Item 406(b) of Regulation S-K.
 
Board Committees
 
We do not have any Board Committees.
 
Item 11. Executive Compensation.
 
The table below summarizes the total compensation
earned by each of our named executive Officers (“NEOs”) for each of the fiscal years listed.
 
 
 


 8 
 

 
SUMMARY COMPENSATION TABLE
 
Management Compensation
 
The following tables set forth certain information
about compensation paid, earned or accrued for services by our sole officer and director from April 30, 2023 until April 30, 2024:
 



Name and
Principal
Position
 
Years
 

Salary
($)
 

Bonus
($)
 

Stock
Awards
($)
 

Option
Awards
($)
 

Non-Equity
Incentive Plan
Compensation
($)
 

Nonqualified
Deferred
Compensation
($)
 

All Other
Compensation
($)
 

Total
($)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Guy Pirotsky, President, 
 
2023
 
-0-
 
-0-
 
-0-
 
-0-
 
-0-
 
-0-
 
-0-
 
-0-

Treasurer, Secretary
 
2024
 
-0-
 
-0-
 
-0-
 
-0-
 
-0-
 
-0-
 
-0-
 
-0-

 
Compensation of Directors
 
Directors are permitted to receive fixed fees
and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors.
No amounts have been paid to, or accrued to, our director in such capacity.
 
Stock Plan
 
We have not adopted a stock plan but may do so
in the future.
 
Director Independence
 
Our securities are not currently traded on any
public exchange and as such, we are not currently subject to corporate governance standards of listed companies, which require, among
other things, that the majority of the board of directors be independent. We are not currently subject to corporate governance standards
defining the independence of our directors, and we have chosen to define an “independent” director in accordance with the
NASDAQ Global Market’s requirements for independent directors.
 
Under the NASDAQ rules, our current director does
not qualify as an independent director.
 
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matter.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
Directors and Executive Officers
 
The following table sets forth the beneficial
ownership (and the percentages of outstanding shares represented by such beneficial ownership) as of April 30, 2024, of (i) each director,
(ii) the current NEOs named in the “Summary Compensation Table” contained in this Form 10-K and (iii) all current directors
and executive officers as a group. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed below,
based on information provided by such owners, have sole investment and voting power with respect to such shares, subject to community
property laws where applicable. Persons, who have the power to vote or dispose of common stock of the Company, either alone or jointly
with others, are deemed to be beneficial owners of such common stock.
 


Guy Pirotsky, President, CEO, CFO and Chairman of the Board.
3,000,000 shares

 
 
 


 9 
 

 
Certain Stockholders 
 
The following table sets forth certain information
with respect to each person known by us to be the beneficial owner of five percent or more of either class of the Company’s outstanding
common stock. The content of this table is based upon the most current information contained in Schedules 13D or 13G filings with the
SEC, unless more recent information was obtained.
 


Guy Pirotsky, President, CEO, CFO and Chairman of the Board.
55%

 
This percentage is calculated based on the outstanding
shares of 5,495,300 as of April 30, 2024.
 
Item 13. Certain Relationships and Related
Transactions, and Director Independence.
 
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
 
The following table sets forth certain information
concerning the number of shares of our common stock owned beneficially as of April 30, 2024 by: (i) each person (including any group)
known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless
otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
 


Title of Class  
Name and Address of Beneficial Owner 
Amount and Nature of Beneficial Ownership  
Percentage of Common Stock 

   
  
   
  

 Common  
Guy Pirotsky 
 3,000,000  
 55% 

 Common  
All Officers and Directors as a Group (1 person) 
 3,000,000  
 55% 

 
Future Sales by Existing Shareholders
 
A total of 3,000,000 common shares at $0.0001
per share have been issued to our sole stockholder. They are restricted securities, as that term is defined in Rule 144 of the Rules and
Regulations of the SEC promulgated under the Act. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and
certain restrictions on the manner of sale, commencing six months after their acquisition.
 
Any sale of shares held by the existing stockholder
(after applicable restrictions expire) and/or the sale of shares purchased in this offering (which would be immediately resalable after
the offering), may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no
assurance.
 
 
 


 10 
 

 
Item 14. Principal Accountant Fees and Services.
 
FEES TO THE COMPANY’S AUDITORS
 
Set forth below is a summary of certain fees paid
to our independent audit DylanFloyd Accounting & Consulting, Independent registered public accountants for services for the fiscal
years 2024 and 2023, respectively.
 


Fee Category 
Fiscal Year 2024  
Fiscal Year 2023 

Audit Fees 
$13,600  
$12,000 

Tax Fees 
 –  
 – 

All Other Fees 
 –  
 – 

Total 
$13,600  
$12,000 

 
Audit Fees
 
Audit fees were for professional services rendered
in connection with the audit of our annual financial statements set forth in our Annual Reports on Form 10-K, the review of our quarterly
financial statements set forth in our Quarterly Reports on Form 10-Q and consents for other SEC filings.
 
Audit-Related Fees
 
Audit-related fees consist of fees billed for
professional services for consultation on accounting matters.
 
Approval of Services Provided by Independent
Registered Public Accounting Firm
 
The Board of Directors has considered whether
the services provided under other non-audit services are compatible with maintaining the auditor’s independence and has determined
that such services are compatible. The Board of Directors has adopted policies and procedures for pre-approving all non-audit work performed
by the external auditors. The Board of Directors will annually pre-approve services in specified accounting areas. The Board of Directors
also annually approves the budget for the annual generally accepted accounting principles (GAAP) audit.
 
 
 
 
 
 
 


 11 
 

 
PART IV
 
Item 15. Exhibit and Financial Statement Schedules.
 


(a)
(1)
Financial Statements

 
 
 

 
 
The following documents are filed as part of this report:

 
 
 

 
 
The Financial Statements of Natics Corp. at April 30, 2024 and 2023, and for each of the two fiscal years in the period ended April 30, 2024, together with the reports of the Independent Registered Public Accounting Firms, are set forth on pages F-1 through F-12 of this Report.

 
 
 

 
(2)
Not applicable.

 
 
 

 
(3)
Exhibits

 


#
31.1
Certification of the Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

#
31.2
Certification of the Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

 
 
 

 
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

 
101.SCH
Inline XBRL Taxonomy Extension Schema Document

 
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document

 
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document

 
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document

 
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document

 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

 
Item 16. Form 10-K Summary.
 
None.
 
 
 
 
 
 

 12 
 


 
SIGNATURES
 
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on June 04, 2024.
 
 
 


NATICS CORP.
 

 
 
 

By:
/s/ Guy Pirotsky
 

 
Guy Pirotsky
 

 
President and Chief Executive Officer
 

 
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated
on June 04, 2024.
 


Signature
 
Title

 
 

/s/ Guy Pirotsky
 
President, Secretary, Treasurer, Principal Executive Officer,

Guy Pirotsky
 

Principal Financial Officer and Principal Accounting Officer and
Sole Director

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 13 
 

 
INDEX TO FINANCIAL STATEMENTS
 
NATICS CORP.
 
TABLE OF CONTENTS
 


Report of Independent
    Registered Accounting Firm (PCAOB ID 6235)
 
F-2

 
 
 

Balance Sheets as of April 30, 2024 and April 30, 2023
 
F-4

 
 
 

Statements of Operations for the Years ended April 30, 2024 and 2023
 
F-5

 
 
 

Statements of Stockholders’ Deficit for the Years ended April 30, 2024 and 2023
 
F-6

 
 
 

Statements of Cash Flows for the Years ended April 30, 2024 and 2023
 
F-7

 
 
 

Notes to the Financial Statements
 
F-8

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 F-1 
 

 

 
 
Report
of Independent Registered Public Accounting Firm
 
 
To the Shareholders and the
Board of Directors
Natics
Corp.
 
Opinion
on the Financial Statements
 
We
have audited the accompanying balance sheet of Natics Corp. (the “Company”) as of April 30, 2024 and 2023, the related
statements of operations, changes in stockholders’ equity, from inception to the period ended April 30, 2023, and the related notes (collectively
referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of April 30, 2024 and 2023, and the results of its operations and its cash flows from inception
to the period ended April 30, 2024, in conformity with accounting principles generally accepted in the United States of America.
 
Going Concern Uncertainty
 
The Company’s financial statements
are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of
assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $34,162 and a negative
cash flow from operations amounting to $7,860 from inception to the period ended April 30, 2024. These factors as discussed in Note 2
of the financial statements raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in
regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from
the outcome of these uncertainties.
 
Basis for Opinion
 
These financial
statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an
understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly, we express no such opinion.
 
 
 


 F-2 
 

 
Our audits included
performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.
 
Critical Audit
Matters
 
Critical audit matters
arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit
committee and that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging,
subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical
audit matters or on the accounts or disclosures to which they relate.
 
There is no Critical Audit Matters existed
as of April 30, 2024.
 
 
/s/
DylanFloyd Accounting & Consulting
 
We have served as the Company’s auditor
since 2023.
 
Newhall, California
June 03, 2024
 
 
 


 F-3 
 

 
NATICS CORP.
BALANCE SHEETS 
 


  
April 30,  2024  
April 30,  2023 

ASSETS 
    
   

Current Assets 
    
   

Cash on hand 
$23,726  
$20,620 

Total Current Assets 
 23,726  
 20,620 

  
    
   

Non- Current Intangible Assets 
    
   

Mobile Application and Website Development 
 25,792  
 34,396 

Total Non-Current Intangible Assets 
 25,792  
 34,396 

  
    
   

Interest receivable 
 7,525  
 3,225 

  
    
   

Total Assets 
$57,043  
$58,241 

  
    
   

LIABILITIES 
    
   

Current Liabilities 
    
   

Interest Payable 
$–  
$– 

Total Current Liabilities 
 –  
 – 

  
    
   

Long term Liabilities 
    
   

Director Loan 
 14,352  
 14,140 

Promissory Note 
 51,600  
 47,300 

Total Long term Liabilities 
 65,952  
 61,440 

  
    
   

Total Liabilities 
 65,952  
 61,440 

  
    
   

STOCKHOLDERS’ EQUITY 
    
   

Common stock, $0.0001 par value, 75,000,000 shares authorized; 5,495,300 and 5,280,300 shares issued and outstanding respectively; 
 550  
 528 

Additional paid-in-capital 
 24,704  
 22,575 

Accumulated deficit 
 (34,162) 
 (26,302)

Total Stockholders’ Equity 
 (8,909) 
 (3,199)

  
    
   

Total Liabilities and Stockholders’ Equity 
$57,043  
$58,241 

 
See accompanying notes, which are an integral part
of these financial statements
 
 
 

 F-4 
 


 
NATICS CORP.
STATEMENTS OF OPERATIONS
 


  
For the year ended April 30, 2024  
For the year ended April 30, 2023 

  
   
  

REVENUES 
$21,920  
$1,200 

  
    
   

OPERATING EXPENSES 
    
   

General and Administrative Expenses 
 29,780  
 27,302 

  
    
   

TOTAL OPERATING EXPENSES 
 29,780  
 27,302 

  
    
   

NET INCOME (LOSS) FROM OPERATIONS 
 (7,860) 
 (26,102)

  
    
   

PROVISION FOR INCOME TAXES 
 –  
 – 

  
    
   

NET INCOME (LOSS) 
$(7,860) 
$(26,102)

  
    
   

NET LOSS PER SHARE: BASIC AND DILUTED 
$(0.00) 
$(0.00)

  
    
   

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED 
 5,461,884  
 3,792,468 

 
See accompanying notes, which are an integral part
of these financial statements
 
 
 

 F-5 
 


 
NATICS CORP.
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED APRIL 30, 2024 & APRIL
30, 2023
 



  
   
   
   
   
  

  
Common
    Stock  
Additional  Paid-in  
Deficit Accumulated
    during the Development  
Total Stockholders’ 

  
Shares  
Amount  
Capital  
Stage  
Equity 

  
   
   
   
   
  

Inception, February 21, 2022 
 –  
$–  
$–  
$–  
$– 

  
    
    
    
    
   

Shares issued for cash at $0.0001 per share on February 21, 2022 
 3,000,000  
 300  
 –  
 –  
 300 

  
    
    
    
    
   

Net loss for the year ended April 30, 2022 
 –  
 –  
 –  
 (200) 
 (200)

  
    
    
    
    
   

Balance, April 30, 2022 
 3,000,000  
$300  
$–  
$(200) 
$100 

  
    
    
    
    
   

Net loss for the period ending July 31, 2022 
 –  
 –  
 –  
 (12,619) 
 (12,619)

  
    
    
    
    
   

Balance, July 31, 2022 
 3,000,000  
$300  
$–  
$(12,819) 
$(12,519)

  
    
    
    
    
   

Net loss for the period ending October 31, 2022 
 –  
 –  
 –  
 (4,785) 
 (4,785)

  
    
    
    
    
   

Balance, October 31, 2022 
 3,000,000  
$300  
$–  
$(17,604) 
$(17,304)

  
    
    
    
    
   

Sale of common stock at $0.01 per share as of January 31, 2023 
 1,840,300  
 184  
 18,219  
 –  
 18,403 

  
    
    
    
    
   

Net loss for the period ending January 31, 2023 
 –  
 –  
 –  
 (5,335) 
 (5,335)

  
    
    
    
    
   

Balance, January 31, 2023 
 4,840,300  
$484  
$18,219  
$(22,939) 
$(4,236)

  
    
    
    
    
   

Sale of common stock at $0.01 per share as of April 30, 2023 
 440,000  
 44  
 22,575  
 –  
 22,626 

  
    
    
    
    
   

Net loss for the period ending April 30, 2023 
 –  
 –  
 –  
 (3,363) 
 (3,363)

  
    
    
    
    
   

Balance, April 30, 2023 
 5,280,300  
$528  
$22,575  
$(26,302) 
$(3,199)

  
    
    
    
    
   

Sale of common stock at $0.01 per share as of July 31, 2023 
 215,000  
 22  
 24,704  
 –  
 24,726 

  
    
    
    
    
   

Net loss for the period ending July 31, 2023 
 –  
 –  
 –  
 660  
 660 

  
    
    
    
    
   

Balance, July 31, 2023 
 5,495,300  
$550  
$24,704  
$(25,642) 
$(389)

  
    
    
    
    
   

Net loss for the period ending October 31, 2023 
 –  
 –  
 –  
 1,437  
 1,437 

  
    
    
    
    
   

Balance, October 31, 2023 
 5,495,300  
$550  
$24,704  
$(24,205) 
$1,048 

  
    
    
    
    
   

Net loss for the period ending January 31, 2024 
 –  
 –  
 –  
 (7,757) 
 (7,757)

  
    
    
    
    
   

Balance, January 31, 2024 
 5,495,300  
$550  
$24,704  
$(31,962) 
$(6,709)

  
    
    
    
    
   

Net loss for the period ending April 30, 2024 
 –  
 –  
 –  
 (2,200) 
 (2,200)

  
    
    
    
    
   

Balance, April 30, 2024 
 5,495,300  
$550  
$24,704  
$(34,162) 
$(8,909)

 
See accompanying notes, which are an integral part
of these financial statements
 
 
 

 F-6 
 

 
NATICS CORP.
STATEMENTS OF CASH FLOWS 
 


  
For the year ended April 30,  2024  
For the year ended April 30, 2023 

CASH FLOWS FROM OPERATING ACTIVITIES 
    
   

Net income (loss) 
$(7,860) 
$(26,102)

Promissory Note 
 4,300  
 4,300 

Interest Payable 
 (4,300) 
 (3,225)

CASH FLOWS USED IN OPERATING ACTIVITIES 
 (7,860) 
 (25,027)

  
    
   

CASH FLOWS FROM INVESTING ACTIVITIES 
    
   

Mobile Application and Website Development 
 8,604  
 8,604 

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES 
 8,604  
 8,604 

  
    
   

CASH FLOWS FROM FINANCING ACTIVITIES 
    
   

Related Party Loans 
 212  
 14,140 

Capital Stock 
 2,150  
 22,803 

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 
 2,362  
 36,943 

  
    
   

Net increase in cash and equivalents 
 3,106  
 20,520 

Cash and equivalents at beginning of the period 
 20,620  
 100 

Cash and equivalents at end of the period 
$23,726  
$20,620 

  
    
   

Supplemental cash flow information: 
    
   

Cash paid for: 
    
   

Interest 
$–  
$– 

Taxes 
$–  
$– 

 
See accompanying notes, which are an integral part
of these financial statements
 
 
 

 F-7 
 


 
NATICS CORP.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2024 AND 2023
 
 
NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS
 
NATICS CORP. (referred as the “Company”,
“we”, “our”) is a development stage company formed to commence operations concerned with online workouts. We were
incorporated under the laws of the state of Wyoming on February 21, 2022. From our formation we were engaged in the business of namely
the development, marketing and business process analysis, problem solving and general business services by our CEO, sole Officer and Director
Mr. Pirotsky.
 
Our executive and business office is located
at App 6, Yehuda Gorodiski 1, Rehovot, Israel 7623101, and our telephone number is +13072220096.
 
NOTE
2 – GOING CONCERN
 
The accompanying financial statements have been
prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate
continuation of the Company as a going concern. The Company has an accumulated deficit of $34,162 as of April 30, 2024. The Company currently
has losses and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an
extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management
anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The
Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s
efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and
continue as a going concern.
 
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of presentation
The accompanying financial statements have been
prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year-end is
April 30.
 
Revenue
In accordance with ASC 606, revenue is measured
based on a consideration specified with a customer and recognized when we satisfy the performance obligation specified with a customer.
 
During the year ended April 30, 2024, we generated total revenue of
$21,920.
 
Use of Estimates
The preparation of financial statements in conformity
with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
 
 


 F-8 
 

 
Fair Value of Financial Instruments
FASB ASC Topic 820, “Fair Value Measurement,”
defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most
advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standards
apply to recurring and nonrecurring fair value measurements of financial and non-financial assets and liabilities. The Company determines
the fair values of its assets and liabilities based on a fair value hierarchy that includes three levels of inputs that may be used to
measure fair value.
 
The three levels are defined as follows:
 


Level 1: 
defined as observable inputs such as quoted prices in active markets;

Level 2: 
defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: 
defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 
Due to its short-term nature, the carrying value
of cash, director loans and issuance of common stock approximated fair value at April 30, 2024.
 
Income Taxes
The Company is a C Corporation under the Internal
Revenue Code and a similar section of the state code.
 
All income tax amounts reflect the use of the
liability method under accounting for income taxes. Income taxes are provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due plus deferred taxes arising primarily from differences between financial and tax reporting
purposes. Current year expense represents the amount of income taxes paid, payable or refundable for the period.
 
Deferred income taxes, net of appropriate valuation
allowances, are determined using the tax rates expected to be in effect when the taxes are actually paid. Valuation allowances are recorded
against deferred tax assets when it is more likely than not that such assets will not be realized. When an uncertain tax position meets
the more likely than not recognition threshold, the position is measured to determine the amount of benefit or expense to recognize in
the financial statements.
 
The Company’s income tax returns are subject
to review and examination by federal, state and local governmental authorities. As of April 30, 2024, our April 30, 2023 tax return was
open to examination with federal, state and local governmental authorities. To the extent penalties and interest are incurred through
an examination, they would be included as part of operations in the statement of operations.
 
Long-Lived Assets – Intangible Assets
We account for our intangible assets in accordance
with ASC Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal
of Long-Lived Assets. ASC Subtopic 350-30 requires assets to be measured based on the fair value of the consideration given or the fair
value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Further, ASC Subtopic
350-30 requires an intangible asset to be amortized over its useful life and for the useful life to be evaluated every reporting period
to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life
is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs
of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.
 
Basic Income (Loss) Per Share
The Company computes income (loss) per share in
accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available
to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share
gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common
shares if their effect is anti-dilutive. As of April 30, 2024 there were no potentially dilutive debt or equity instruments issued or
outstanding.
 
 
 


 F-9 
 

 
Comprehensive Income
Comprehensive income is defined as all changes
in stockholders’ equity, exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income
or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments
in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of April 30, 2024 were no differences between
our comprehensive loss and net loss.
 
Recent Accounting Pronouncements
We have reviewed all the recently issued, but
not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
 
Risks and Uncertainties
The ultimate impact of the COVID-19 pandemic on
the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with
confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19
pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an
extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot
be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results
of operations.
 
Management expects that its business will be impacted
to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which
it may have an impact cannot be determined at this time.
 
NOTE
4 – COMMON STOCK
 
The Company has 75,000,000, $0.0001 par value
shares of common stock authorized.
 
On February 22, 2022 the Company issued 3,000,000
shares of common stock to a director for services rendered estimated to be $300 at $0.0001 per share.
 
During the quarter ended January 31, 2023 the
Company issued 1,840,300 common shares at $0.01 per share to 27 shareholders in consideration of $18,403.
 
There were 4,840,300 shares of common stock issued
and outstanding as of January 31, 2023.
 
During the quarter ended April 30, 2023, the Company
issued 440,000 common shares to few individuals at $0.01 per share in consideration of $4,400.
 
There were 5,280,300 shares of
common stock issued and outstanding as of April 30, 2023.
 
During the quarter ended July 31, 2023, the Company
issued 215,000 common shares to few individuals at $0.01 per share in consideration of $2,150.
 
There were 5,495,300 shares of
common stock issued and outstanding as of April 30, 2024.
 
Voting Common Stock
All shares of common stock have voting rights
and are identical. All holders of shares of voting common stock shall at every meeting of the stockholders be entitled to one vote for
each share of the capital stock held by such stockholder.
 
Non-voting Common Stock
All of the other terms of the Non-Voting Common
Stock shall be identical to the Voting Common Stock, except for the right of first refusal that attaches to the Non-Voting Common Stock,
as explained in the Company’s Bylaws.
 
 
 


 F-10 
 

 
NOTE 5 – COMMITMENTS AND
CONTINGENCIES
 
In the normal course of business, the Company
may become a party to litigation matters involving claims against it. At April 30, 2024, there are no current matters that would have
a material effect on the Company’s financial position or results of operations.
 
The extent of the impact of the coronavirus (“COVID-19”)
outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak
and related advisories and restrictions and the impact of COVID-19 on the overall economy, all of which are highly uncertain and cannot
be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially
and adversely affected.
 
NOTE 6 – INTANGIBLE ASSETS
 
The Company purchased and possesses an asset in
a form of the website and mobile application concerned with online workouts. The Company purchased the website and mobile application
for $43,000 and is amortizing the asset straight-line over its five year useful life or $8,600 per year.
 
Balances as of April 30, 2024 and April 30, 2023
are as follows:
 


Schedule of intangible assets 
April 30, 2024  
April 30, 2023 

  
   
  

Intangible Assets Purchased 
$34,396  
$43,000 

Accumulated Amortization 
 (8,604) 
 (8,604)

Net Book Value 
$25,792  
$34,396 

 
NOTE 7 – RELATED PARTY TRANSACTIONS
 
Mr. Pirotsky currently devotes approximately thirty hours per week
to manage our affairs.
 
The sole officer and director, Guy Pirotsky, is
the only related party with whom the Company had transactions with during the period from inception on February 21, 2022 through April
30, 2024. During the year ended April 30, 2024, Mr. Pirotsky paid $14,352 for operating expenses on behalf of the Company. The amounts
due to the related party are unsecured and non-interest bearing with no set terms of repayment.
 
NOTE 8 – INCOME
TAXES
 
As of April 30, 2024, the Company had net operating
loss carry forwards of approximately $7,174 that may be available to reduce future years’ taxable income in varying amounts through 2041.
 
Future tax benefits which arise as a result of
these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly,
the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
 
 
 


 F-11 
 

 
The 21% tax rate provision for Federal income tax consists of the following:
 


Reconciliation of income tax 
April 30, 2024  
April 30, 2023 

Federal income tax benefit attributable to: 
    
   

Current operations 
$(7,174) 
$(5,523)

Related party accruals 
 –  
 – 

Less: change in valuation allowance 
 7,174  
 5,523 

Net provision for Federal income taxes 
$–  
$– 

 
The cumulative tax effect at the expected rate of 21% of significant
items comprising our net deferred tax amount is as follows:
 


Schedule of deferred tax asset 
April 30, 2024  
April 30, 2023 

  
   
  

Deferred tax asset attributable to: 
    
   

Net operating loss carry over 
$1,651  
$5,481 

Related party accruals 
 –  
 – 

Less: valuation allowance 
 (1,651) 
 (5,481)

Net deferred tax asset 
$–  
$– 

 
NOTE 9 – SUBSEQUENT
EVENTS
 
In accordance with SFAS 165 (ASC 855-10) the Company
has analyzed its operations subsequent to April 30, 2024 to the date these financial statements were issued and has determined that it
does not have any material subsequent events to disclose in these financial statements.
 
Management expects that its business will be impacted
to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which
it may have an impact cannot be determined at this time.
 
 
 
 

 F-12 




